Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction — Form F-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: F-4 Registration Statement of a Foreign Private Issuer 251 1.21M
for Securities Issued in a
Business-Combination Transaction
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 41 134K
Liquidation or Succession
11: EX-2.10 Plan of Acquisition, Reorganization, Arrangement, 6 19K
Liquidation or Succession
12: EX-2.11 Plan of Acquisition, Reorganization, Arrangement, 148 423K
Liquidation or Succession
13: EX-2.12 Plan of Acquisition, Reorganization, Arrangement, 71 176K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, 50 127K
Liquidation or Succession
4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, 66 158K
Liquidation or Succession
5: EX-2.4 Plan of Acquisition, Reorganization, Arrangement, 66 161K
Liquidation or Succession
6: EX-2.5 Plan of Acquisition, Reorganization, Arrangement, 35 60K
Liquidation or Succession
7: EX-2.6 Plan of Acquisition, Reorganization, Arrangement, 12 25K
Liquidation or Succession
8: EX-2.7 Plan of Acquisition, Reorganization, Arrangement, 9 25K
Liquidation or Succession
9: EX-2.8 Plan of Acquisition, Reorganization, Arrangement, 10 23K
Liquidation or Succession
10: EX-2.9 Plan of Acquisition, Reorganization, Arrangement, 9 25K
Liquidation or Succession
14: EX-3.1 Articles of Incorporation/Organization or By-Laws 39 106K
15: EX-3.2 Articles of Incorporation/Organization or By-Laws 26 85K
16: EX-3.3 Articles of Incorporation/Organization or By-Laws 14 56K
17: EX-3.4 Articles of Incorporation/Organization or By-Laws 26 70K
18: EX-4.1 Instrument Defining the Rights of Security Holders 129 533K
19: EX-4.3 Instrument Defining the Rights of Security Holders 20 91K
20: EX-5.1 Opinion re: Legality 4 21K
21: EX-10.1 Material Contract 28 123K
30: EX-10.10 Material Contract 1 15K
31: EX-10.11 Material Contract 1 15K
32: EX-10.12 Material Contract 8 33K
22: EX-10.2 Material Contract 107 523K
23: EX-10.3 Material Contract 34 120K
24: EX-10.4 Material Contract 23 62K
25: EX-10.5 Material Contract 54 144K
26: EX-10.6 Material Contract 29 56K
27: EX-10.7 Material Contract 28 54K
28: EX-10.8 Material Contract 10 46K
29: EX-10.9 Material Contract 1 15K
33: EX-12.1 Statement re: Computation of Ratios 3± 24K
34: EX-21.1 Subsidiaries of the Registrant 14 47K
35: EX-23.2 Consent of Experts or Counsel 1 14K
36: EX-24.1 Power of Attorney 9 45K
37: EX-25.1 Form T-1 5 29K
38: EX-99.1 Miscellaneous Exhibit 15 78K
39: EX-99.2 Miscellaneous Exhibit 3 21K
EX-3.1 — Articles of Incorporation/Organization or By-Laws
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Exhibit 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF CORROON & BLACK CORPORATION
1. The name of this corporation is CORROON & BLACK CORPORATION and the
name under which this corporation was originally incorporated is Corroon &
Reynolds Corporation. The date of filing its original Certificate of
Incorporation with the Secretary of State was December 27, 1928.
2. This Restated Certificate of Incorporation only restates and integrates
and does not further amend the provisions of the Certificate of Incorporation of
this corporation, as heretofore amended or supplemented, and there is no
discrepancy between those provisions and the provisions of this Restated
Certificate of Incorporation.
3. The text of the Certificate of Incorporation, as amended or
supplemented heretofore, is hereby restated, with no further amendments or
changes, to read as herein set forth in full:
1. The name of this corporation is CORROON & BLACK CORPORATION.
2. Its registered office in the State of Delaware is located at:
229 South State Street
in the City of Dover in the County of
Kent;
The name and address of its registered agent is:
The Prentice Hall-Corporation System, Inc.
229 South State Street
Dover, Delaware 19901
3. The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware, including but not
limited to the following:
To act as agents and or brokers and/or attorneys-in-fact and/or
agency managers for any person, firm, corporation or association, and
particularly for any person, firm, corporation or association engaged in
the business of marine, fire, life, accident, casualty and fidelity
insurance or reinsurance or any other kind of insurance or reinsurance; to
obtain insurance protection of any kind for principals and employers, and
any and all of its branches; to act as agents or representatives of
owners, lessees, charterers or other persons or corporations having or
claiming to have any insurance in merchandise, vessels, cargoes, freight
or other subject of insurance, and to make and carry out any contracts for
or in relation to any of the foregoing businesses; to act as an insurance
adjuster, to adjust for the insured losses under policies or contracts of
any kind and class of insurance in any and all of its branches.
4. The total number of shares which the corporation shall have authority to
issue is twenty two million (22,000,000) shares of which
(a) two million (2,000,000) shares shall be Preferred Stock, issuable in
series, of the par value of $1.00 per share, and
(b) twenty million (20,000,000) shares shall be Common Stock of the par
value of $.25 per share.
The designations, powers, preferences and rights and the qualifications,
limitations or restrictions of the Preferred Stock and the Common Stock are as
follows:
A. PREFERRED STOCK
The Preferred Stock may be issued from time to time in one or more series
and with such designations for each such series as shall be stated and expressed
in the resolution or resolutions providing for the issue of each such series
adopted by the Board of Directors. The Board of Directors in any such resolution
or resolutions is expressly authorized to state and express for each such
series:
(i) Voting rights, if any, including without limitation the authority to
confer multiple votes per share, voting rights as to specified
matters or issues such as mergers, consolidations or sales of
assets, or voting rights to be exercised either together with
holders of common stock as a single class, or independently as a
separate class;
(ii) The rate per annum and the times at and conditions upon which the
holders of stock of such series shall be entitled to receive
dividends, and whether such dividends shall be cumulative or
noncumulative and if cumulative the terms upon which such dividends
shall be cumulative;
(iii) The price or prices and the time or times at and the manner in which
the stock of such series shall be redeemable;
(iv) The rights to which the holders of the shares of stock of such
series shall be entitled upon any voluntary or involuntary
liquidation, dissolution or winding up of the corporation;
(v) The terms, if any, upon which the shares of stock of such series
shall be convertible into, or exchangeable for, shares of stock of
any other class or classes or of any other series of the same or any
other class or classes, including the price or prices or the rate or
rates of conversion or exchange and the terms of adjustment, if any;
and
(vi) Any other designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof so far as they are not inconsistent with the
provisions of the Certificate of Incorporation, as amended, and to
the full extent now or hereafter permitted by the
laws of Delaware.
All shares of the Preferred Stock of any one series shall be identical to
each other in all respects, except that shares of any one series issued at
different times may differ as to the dates from which dividends thereon, if
cumulative, shall be cumulative.
A. COMMON STOCK
(i) Whenever dividends upon the Preferred Stock at the time outstanding
shall have been paid in full for all past dividend periods or
declared and set apart for payment, such dividends as may be
determined by the Board of Directors may be declared by the Board of
Directors and paid from time to time to the holders of the Common
Stock.
(ii) In the event of any liquidation, dissolution or winding up of the
affairs of the corporation, whether voluntary or involuntary, all
assets remaining after the payment to the holders of the Preferred
Stock at the time outstanding of the full amounts to which they
shall be entitled, shall be divided and distributed among the
holders of the Common Stock according to their respective shares.
(iii) Each holder of the Common Stock shall have one vote in respect of
each share of such stock held by him.
(iv) Holders of the Common Stock shall not have the preemptive right to
subscribe for any new or increases shares of any class of stock of
the corporation.
5. The minimum amount of capital with which the corporation will commence
business is One Thousand Dollars ($1,000.00).
6. This corporation is to have perpetual existence.
7. The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatever.
8. No contract or other transaction between the corporation and any other
corporation, association, partnership, firm, trustee, syndicate or individual,
and no act of the corporation shall in any way be affected or invalidated by the
fact that any of the directors of the corporation are pecuniarily or otherwise
interested in or are directors or officers of such other corporation or
association; any director individually, or any firm of which any director may be
a partner or member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the corporation provided that the
fact that he or such firm is so interested shall be disclosed or shall have been
known to the Board of Directors or a majority thereof, and any director of the
corporation who is also a director or officer of such other corporation, or who
is so interested may be counted in determining the existence of a quorum at any
meeting of the
Board of Directors of the corporation which shall authorize such contract or
transaction and may vote thereat to authorize any such contract or transaction
with like force and effect as if he were not such officer or director of such
other corporation or not so interested.
9. In furtherance, and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized (except as otherwise
expressly provided in Article 4 hereof):
To make and alter the by-laws of this corporation.
To authorize and cause to be executed mortgages and liens upon the
real and personal property of this corporation.
To set apart out of any of the funds of the corporation available
for dividends a reserve or reserves for any proper purpose or to
abolish any such reserve in the manner in which it was created.
By resolution or resolutions, passed by a majority of the whole
Board to designate one or more committees, each committee to consist
of two or more of the directors of the corporation, which, to the
extent provided in said resolution or resolutions or in the by-laws
of the corporation, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of
the corporation, and may have power to authorize the seal of the
corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be
stated in the by-laws of the corporation or as may be determined
from time to time by resolution adopted by the Board of Directors.
The corporation may in its by-laws confer powers upon its directors
in addition to the foregoing, and in addition to the powers and
authorities expressly conferred upon them by the statute.
Both stockholders and directors shall have power, if the by-laws so
provide, to hold their meetings, and to have one or more offices
within or without the State of Delaware, and to keep the books of
this corporation (subject to the provisions of the statutes) outside
of the State of Delaware at such places as may be from time to time
designated by the Board of Directors.
10. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Sections 3883 of the
Revised Code of 1915 of said State, or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 43 of the General Corporation Law of the State of
Delaware, order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the Court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.
11. A. In addition to the requirements of law, and the other provisions of
this Certificate of Incorporation, the affirmative vote of the holders of 80% of
the votes of the outstanding Voting Stock shall be required for the adoption or
authorization of a Business Combination unless:
(a) prior to the time any Related Party or any Affiliate of the Related Party
becomes a Related Party, the Board of Directors approves the Business
Combination; or
(b) a majority of the Continuing Directors approves the Business Combination.
B. For purposes of Articles 11, 12 and 13 of this Certificate of
Incorporation the following definitions apply:
(i) Affiliate shall mean a Person who directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is
under common control with another Person and shall include, but not
be limited to (A) any corporation (except the Corporation) or
organization of which a Person is a director, officer or partner or
is, directly or indirectly the Beneficial Owner of five percent or
more of any class of equity securities of such corporation or
partnership, (B) any trust or other estate in which a Person has a
five percent or larger beneficiary interest of any nature or as to
which a Person services as trustee (or co-trustee) or in a similar
fiduciary capacity, (C) any spouse of a Person, and (D) any relative
of a Person or any relative of a spouse of a Person, who has the
same residence as such Person or spouse.
(ii) Beneficial Ownership shall include without limitation (A) all shares
directly or indirectly owned by a Person and the Affiliates of a
Person, (B) all shares which such Person or Affiliate has the
right to acquire through the exercise of any option, warrant or
right (whether or not currently exercisable, through the conversion
of a security, pursuant to the power to revoke a trust,
discretionary account or similar arrangement), and (C) all shares to
which such Person or Affiliate, directly or indirectly, through any
contract, arrangement, understanding, relationship or otherwise
(including without limitation any written or unwritten agreement to
act in concert) has or shares voting power (which includes the power
to vote or to direct the voting of such shares) or investment power
(which includes the power to dispose or to direct the disposition of
such shares) or both.
(iii) Business Combination shall mean: (A) any merger or consolidation of
the Corporation or a Subsidiary with or into a Related Party or an
Affiliate of a Related Party, (B) any merger into the Corporation,
or into a Subsidiary, of a Related Party or an Affiliate of a
Related Party, (C) any sale, lease, exchange, transfer or other
disposition, including without limitation a mortgage or other
security device, (in one transaction or a series of transactions) of
the assets of the Corporation or a Subsidiary (including the
securities of a Subsidiary), to a Related Party or an Affiliate of a
Related Party if the Fair Value of such assets be equal to or
greater than 10% of thee value of the assets of the Corporation as
shown on the Corporation's consolidated balance sheet for the fiscal
year ending immediately prior to the determination of such Fair
Value, (D) any issuance, sale or transfer by the Corporation or any
subsidiary (in one transaction or a series of transactions) to a
Related Party or an Affiliate of a Related Party of any shares of
any class of Voting Stock of the Corporation or a Subsidiary, which
shares either: (i) when combined with the Voting Stock already
Beneficially Owned by the Related Party and its Affiliates,
represent at least 80% of the voting power of all the outstanding
shares of Voting Stock, or (ii) increase the Voting Stock
Beneficially Owned by the Related Party and its Affiliates by an
amount which constitutes more than 2% of the outstanding Voting
Stock, or (E) any reclassification of securities (including any
reverse stock split) or recapitalization of the Corporation, or any
reorganization, merger or consolidation of the Corporation with any
of its Subsidiaries or any similar transaction (whether or not with
or into or otherwise involving a Related Party) which has the
effect, directly or indirectly, of increasing the proportionate
share of the outstanding securities of any class of equity
securities of the Corporation or any Subsidiary which is directly or
indirectly
Beneficially Owned by any Related Party.
(iv) Continuing Director shall mean, with respect to any Business
Combination, (A) any director of the Corporation who is unaffiliated
with the Related Party and was a director of the Corporation prior
to the time the Related Party who is, or whose Affiliate is, to be a
party to such Business Combination became a Related Party, and (B)
any director of the Corporation who is unaffiliated with the Related
Party and is chosen by a majority of the Continuing Directors to
become a director of the Corporation.
(v) Control shall mean the possession, directly or indirectly of the
power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.
(vi) Fair Value shall mean, with respect to any securities, property,
assets or other consideration, the fair market value thereof at any
time within 90 days prior to the date of the consummation of any
transaction, which value and time shall be determined by a majority
of the Continuing Directors who shall be advised on such value by an
investment banking firm selected by them.
(vii) Related Party shall mean a Person who Beneficially Owns a number of
shares of Voting Stock which represents voting power exceeding ten
percent of the aggregate voting power of all outstanding shares of
Voting Stock.
(viii) Person shall mean an individual, a corporation, a partnership, an
association, a joint-stock company, a trust, any unincorporated
organization, a government or political subdivision thereof and any
other entity.
(ix) Subsidiary shall mean any corporation with respect to which the
Corporation or one or more Subsidiaries have the right to vote more
than 50% of its outstanding securities representing the right to
vote for the election of directors.
(x) Voting Stock shall include the Common Stock and shall also include
all other classes of capital stock of the Corporation, which,
pursuant to the Delaware General Corporation Law, any provision of
this Certificate of Incorporation, or any resolution of the Board of
Directors adopted pursuant to Article 4 of this Certificate of
Incorporation, would be entitled to vote as a single class with
holders of the Common Stock on any Business Combination.
C. (a) A majority of the Continuing Directors shall have the power to
determine for the purposes of this Article 11, on the basis of information
known to them,
(i) the amount of Voting Stock Beneficially Owned by any Person,
(ii) whether the Person is an Affiliate of another,
(iii) whether a Person has a contract, arrangement or understanding
with another as to any matter referred to in sub-paragraph
B(ii)(C) of this Article 11,
(iv) whether the Fair Value of the assets subject to any Business
Combination constitutes 10% of the consolidated assets of the
Corporation, and/or
(v) any other factual matter relating to the applicability or
effect of this Article 11.
(b) any determination made by the Continuing Directors pursuant to
this Article 11 in good faith and on the basis of such information and
assistance as was then reasonably available for such purpose shall be
conclusive and binding upon the Corporation and its stockholders,
including any Related Person.
D. This Article 11 shall not be altered, amended, changed or repealed without
the affirmative vote of the holders of 80% of the votes of the outstanding
Voting Stock.
12. No action required or permitted to be taken at any annual or special
meeting of the stockholders of the Corporation may be taken without a meeting
and the power of stockholders to consent in writing, without a meeting, to the
taking of any action is specifically denied.
This Article 12 shall not be altered, amended, changed, or repealed
without the affirmative vote of the holders of 80% of the votes of the
outstanding Voting Stock.
13. Except as otherwise expressly provided in this Certificate of
Incorporation, this Corporation reserves the right to amend, alter, change or
repeal any provision contained in this amended Certificate of Incorporation, in
the manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
14. This Restated Certificate of Incorporation was duly adopted by the
Board of Directors in accordance withss.245 of the General Corporation Law of
Delaware.
IN WITNESS WHEREOF, CORROON & BLACK CORPORATION has caused its corporate
seal to be hereunto affixed and this
Certificate to be signed by ROBERT F. CORROON, its Chairman of the Board, and
attested by JOSEPH V. AMBROSE, JR. its Secretary, this 16th day of December,
1983.
CORROON & BLACK CORPORATION
By: /s/
-------------------------------------
Chairman
ATTEST:
/s/
-------------------------------------
Secretary
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
BE IT REMEMBERED that on this 16th day of December, 1983, personally came
before me, a Notary Public in and for the County and State of aforesaid, ROBERT
F. CORROON, Chairman of the Board of CORROON & BLACK CORPORATION, a corporation
of the State of Delaware, and he duly executed said Certificate before me and
acknowledged the said Certificate to be his act and deed and the act and deed of
said Corporation and that the facts stated therein are true; and that the seal
affixed to said Certificate and attested by the Secretary of said Corporation is
the common or corporate seal of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of office the
day and year aforesaid.
/s/
-------------------------------------
NOTARY PUBLIC
Margaret M. Milne
Notary Public, State of New York
No. 30-7950200
Qualified in Naussau County
Cert. Filed in New York County
Commission Expires 3/30/1984
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
CORROON & BLACK CORPORATION, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, hereby
certifies:
FIRST: That at a meeting of the Board of Directors of Corroon & Black
Corporation resolutions were duly adopted setting forth proposed amendments to
the Certificate of Incorporation of said corporation, declaring said amendments
to be advisable and calling a meeting of the stockholders of said Corporation
for consideration thereof. The resolutions setting forth the proposed amendments
are as follows:
RESOLVED, that the first sentence of paragraph 4 of the Certificate of
Incorporation of this corporation is hereby amends to that it shall read as
follows:
"4. The total number of shares which the corporation shall have
authority to issue is forty-two million (42,000,000) shares of which
(a) two million (2,000,000) shares shall be preferred stock
issuable in series of the par value of $1.00 per share, and
(b) forty million (40,000,000) shares shall be common stock of the
par value of $.125 per share."
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
an annual meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware, at which meeting the necessary number of shares as
required by statute were voted in favor of each of the amendments.
THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation law of the State of
Delaware.
FOURTH: That the capital of said Corporation will not be reduced under or
by reason of said amendment.
IN WITNESS WHEREOF, said CORROON & BLACK CORPORATION has caused its
corporate seal to be hereunto affixed and its Certificate to be signed by its
Chairman and attested by its Secretary this 24th day of April 1986.
CORROON & BLACK CORPORATION
By: /s/
-------------------------------------
Robert F. Corroon
Chairman of the Board
ATTEST:
BY: /s/
---------------------------------
Joseph V. Ambrose, Jr.
Secretary
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the date hereinafter set forth, before me came Robert F. Corroon and
Joseph V. Ambrose, Jr., to me known to be the individuals who are described in,
and who signed the foregoing Certificate of Amendment to Certificate of
Incorporation, and they acknowledged to me that they subscribed and affirmed the
same under penalties of perjury.
Signed on the 24th day of April, 1986.
/s/
-------------------------------------
Notary Public
My Commission Expires: 3/30/87
Juanita Marvuglio
Notary Public , State of
New York
No. 24-4797743
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Corroon & black corporation a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, hereby
certifies:
FIRST: That a meeting of the Board of Directors of CORROON & BLACK
CORPORATION held on March 4, 1987, resolutions were duly adopted setting forth
proposed amendments to the Certificate of Incorporation of said Corporation,
declaring said amendments to be advisable and calling a meeting of the
stockholders of said Corporation for the consideration thereof. The resolutions
setting forth the proposed amendments are as follows:
"RESOLVED, that the Certificate of Incorporation of this Corporation be
amended, subject to stockholder approval, to include a new Article 13 to read as
follows:
'13. A director of this Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.'
and be it further
RESOLVED, that, upon the adoption of the above amendment to the
Certificate of Incorporation, current Article 13 shall be renumbered Article
14."
SECOND: That thereafter, pursuant to a resolution of its Board of
Directors, an annual meeting of the stockholders of said Corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendments.
THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation law of the State of
Delaware.
IN WITNESS WHEREOF, said CORROON & BLACK CORPORATION has caused its
corporate seal to be hereunto affixed and this Certificate to be signed by its
Chairman and attested by its Secretary this 29th day of April, 1987.
CORROON & BLACK CORPORATION
By: /s/
-------------------------------------
Robert F. Corroon
Chairman of the Board
ATTEST
ATTEST:
/s/
---------------------------------
Joseph V. Ambrose, Jr.
Secretary
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the date hereinafter set forth, before me came Robert F. Corroon and
Joseph V. Ambrose, Jr., to me known to be the individuals who are described in,
and who signed, the foregoing Certificate of Incorporation and they subscribed
and affirmed the same under penalties of perjury.
Signed on the 27th day of April, 1987.
/s/
-------------------------------------
Notary Public
William S. Youngman
Notary Public State of
New York
No. 31 451 9807
Qualified in New York
County
Commission Expires: March
30, 1988
CERTIFICATE OF DESIGNATION OF
CORROON & BLACK COPPORATION
RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation in accordance with the provisions of the Restated Certificate
of Incorporation and Section 151 of the Delaware General Corporation Law, a
series of Preferred Stock of the Corporation be and it hereby is created, and
that the designation and amount thereof and the voting powers, preferences and
relative, participating, optional and other special rights of the shares of such
series, and the qualifications, limitations or restrictions thereof are as
follows:
Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock, $1.00 par value
per share" and the number of shares constituting such series shall be 300,000.
Section 2. DIVIDENDS AND DISTRIBUTIONS.
(A) Subject to the prior and superior rights of the holders of any shares
of any series of Preferred Stock ranking prior and superior to the shares of
Series A Junior Participating Preferred Stock with respect to dividends, the
holders of shares of Series A Junior Participating Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends payable in cash on
the fifteenth day of March, June, September and December in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series A Junior Participating Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $10.00 or (b) subject to the provision for adjustment hereinafter set
forth, 100 times the aggregate per share amount of all cash dividends, and 100
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by reclassification
or otherwise), declared on the Common Stock, $0.125 par value per share, of the
Corporation (the "Common Stock") since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series A
Junior Participating Preferred Stock. In the event the Corporation shall at any
time after December 16, 1987 (the "Rights Declaration Date") (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount to which holders of
shares of Series A Junior Participating Preferred Stock were entitled
immediately prior to such
event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution on the Series
A Junior Participating Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $10.00 per share on
the Series A Junior Participating Preferred Stock shall nevertheless be payable
on such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
A Junior Participating Preferred Stock, unless the date of issue of such shares
is prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of issue
of such shares, or unless the date of issue is a Quarterly Dividend Payment Date
or is a date after the record date for the determination of holders of shares of
Series A Junior Participating Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Junior Participating Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.
Section 3. VOTING RIGHTS. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Junior Participating Preferred Stock shall entitle the holder
thereof to 100 votes on all matters submitted to a vote of the stockholders of
the Corporation. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the number of votes per share to which holders of shares of Series A Junior
Participating Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
(B) Except as otherwise provided herein or by law, the holders of shares
of Series A Junior Participating Preferred Stock and the holders of shares of
Common Stock shall vote together as one class on-all matters submitted to a vote
of stockholders of the Corporation.
(C) (i) If at any time dividends on any Series A Junior Participating
Preferred Stock shall be in arrears in an amount equal to six (6) quarterly
dividends thereon, the occurrence of such contingency shall mark the beginning
of a period (herein called a "default period") which shall extend until such
time when all accrued and unpaid dividends for all previous quarterly dividend
periods and for the current quarterly dividend period on all shares of Series A
Junior Participating Preferred Stock then outstanding shall have been declared
and paid or set apart for payment. During each default period, all holders of
Preferred Stock (including holders of the Series A Junior Participating
Preferred Stock) with dividends in arrears in an amount equal to six (6)
quarterly dividends thereon, voting as a class, irrespective of series, shall
have the right to elect two (2) Directors.
(ii) During any default period, such voting right of the holders of Series
A Junior Participating Preferred Stock may be exercised initially at a special
meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any
annual meeting of stockholders, and thereafter at annual meetings of
stockholders, provided that neither such voting right nor the right of the
holders of any other series of Preferred Stock, if any, to increase, in certain
cases, the
authorized number of Directors shall be exercised unless the holders of ten
percent (10%) in number of shares of Preferred Stock outstanding shall be
present in person or by proxy. The absence of a quorum of the holders of Common
Stock shall not affect the exercise by the holders of Preferred Stock of such
voting right. At any meeting at which the holders of Preferred Stock shall
exercise such voting right initially during an existing default period, they
shall have the right, voting as a class, to elect Directors to fill such
vacancies, if any, in the Board of Directors as may then exist up to two (2)
Directors or, if such right is exercised at an annual meeting, to elect two (2)
Directors. If the number which may be so elected at any special meeting does not
amount to the required number, the holders of the Preferred Stock shall have the
right to make such increase in the number of Directors as shall be necessary to
permit the election by them of the required number. After the holders of the
Preferred Stock shall have exercised their right to elect Directors in any
default period and during the continuance of such period, the number of
Directors shall not be increased or decreased except by vote of the holders of
Preferred Stock as herein provided or pursuant to the rights of any equity
securities ranking senior to or PARI PASSU with the Series A Junior
Participating Preferred Stock.
(iii) Unless the holders of Preferred Stock shall, during an existing
default period, have previously exercised their right to elect Directors, the
Board of Directors may order, or any stockholder or stockholders owning in the
aggregate not less than ten percent (10%) of the total number of shares of
Preferred Stock outstanding, irrespective of series, may request, the calling of
a special meeting of the holders of Preferred Stock, which meeting shall
thereupon be called by the Chairman of the Board, the President, a
Vice-President or the Secretary of the Corporation. Notice of such meeting and
of any annual meeting at which holders of Preferred Stock are entitled to vote
pursuant to this paragraph (C) (iii) shall be given to each holder of record of
Preferred Stock by mailing a copy of such notice to him at his last address as
the same appears on the books of the Corporation. Such meeting shall be called
for a time not earlier than 20 days and not later than 60 days after such order
or request or in default of the calling of such meeting within 60 days after
such order or request, such meeting may be called on similar notice by any
stockholder or stockholders owning in the aggregate not less than ten percent
(10%) of the total number of shares of Preferred Stock outstanding.
Notwithstanding the provisions of this paragraph (C)(iii), no such special
meeting shall be called during the period within 60 days immediately preceding
the date fixed for the next annual meeting of the stockholders.
(iv) In any default period, the holders of Common
Stock, and other classes of stock of the Corporation if applicable, Shall
continue to be entitled to elect the whole number of Directors until the holders
of Preferred Stock shall have exercised their right to elect two (2) Directors
voting as a class, after the exercise of which right (x) the Directors so
elected by the holders of Preferred Stock shall continue in office until their
successors shall have been elected by such holders or until the expiration of
the default period, and (y) any vacancy in the Board of Directors may (except as
provided in paragraph (C)(ii) of this Section 3) be filled by vote of a majority
of the remaining Directors theretofore elected by the holders of the class of
stock which elected the Director whose office shall have become vacant, or if no
such Directors are in office, by the holders of the Preferred Stock. References
in this paragraph (C) to Directors elected by the holders of a particular class
of stock shall include Directors elected by such Directors to fill vacancies as
provided in clause (y) of the foregoing sentence.
(v) Immediately upon the expiration of a default period, (x) the right of
the holders of Preferred Stock as a class to elect Directors shall cease, (y)
the term of any Directors elected by the holders of Preferred Stock as a class
shall terminate, and (z) the number of Directors shall be such number as may be
provided for in the articles of incorporation or by-laws irrespective of any
increase made pursuant to the provisions of paragraph (C)(ii) of this Section 3
(such number being subject, however, to change thereafter in any manner provided
by law or in the articles of incorporation or by-laws). Any vacancies in the
Board of Directors effected by the provisions of clauses (y) and (z) in the
preceding sentence may be filled by a majority of the remaining Directors.
(D) Except as set forth herein or otherwise required by law, holders of
Series A Junior Participating Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for taking
any corporate action.
Section 4. CERTAIN RESTRICTIONS.
(A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Junior Participating Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on shares of Series A Junior
Participating Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:
(i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise
acquire for consideration any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Junior Participating Preferred Stock;
(ii) declare or pay dividends on or make any other distributions on any
shares of stock RANKING on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Junior
Participating Preferred Stock, except dividends paid ratably on the Series
A Junior Participating Preferred - Stock and all such parity stock on
which dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of
any stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Junior Participating
Preferred Stock, provided that the Corporation may at any time redeem,
purchase or otherwise acquire shares of any such parity stock in exchange
for shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the Series A
Junior Participating Preferred Stock;
(iv) purchase or otherwise acquire for consideration any shares of Series
A Junior Participating Preferred Stock, or any shares of stock ranking on
a parity with the Series A Junior Participating Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares upon
such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and preferences
of the respective series and classes, shall determine in good faith will
result in fair and equitable treatment among the respective series or
classes.
(B) The Corporation shall not permit any subsidiary of or any partnership
controlled by the Corporation to purchase or otherwise acquire for consideration
any shares of stock of the Corporation unless the Corporation could, under
paragraph (A) of this Section 4, purchase or otherwise acquire such shares at
such time and in such manner.
Section 5. REACQUIRED SHARES. Any shares of Series A Junior Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.
Section 6. LIQUIDATION, DISSOLUTION OR WINDING
(A) Upon any liquidation (voluntary or otherwise), dissolution or winding
up of the Corporation, no distribution shall be made to the holders of shares of
stock ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Participating Preferred Stock unless, prior
thereto, the holders of shares of Series A Junior Participating Preferred Stock
shall have received $100 per share plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment (the "Series A Liquidation Preference"). Following the payment of
the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A Junior
Participating Preferred Stock unless, prior thereto, the holders of shares of
Common Stock shall have received an amount per share (the "Common Adjustment")
equal to the quotient obtained by dividing (i) the Series A Liquidation
Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph C
below to reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such number in clause (ii),
the "Adjustment Number"). Following the payment of the full amount of the Series
A Liquidation Preference and the Common Adjustment in respect of all outstanding
shares of Series A Junior Participating Preferred Stock and Common Stock,
respectively, holders of Series A Junior Participating Preferred Stock and
holders of shares of Common Stock shall receive their ratable and proportionate
share of the remaining assets to be distributed in the ratio of the Adjustment
Number to 1 with respect to such Preferred Stock and Common Stock, on a per
share basis, respectively.
(B) In the event, however, that there are not sufficient assets available
to permit payment in full of the Series A Liquidation Preference and the
liquidation preferences of all other series of preferred stock, if any, which
rank on a parity with the Series A Junior Participating Preferred Stock, then
such remaining assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences. In the event,
however, that there are not sufficient assets available to permit payment in
full of the Common Adjustment, then such remaining assets shall be
distributed ratably to the holders of Common Stock.
(C) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
Section 7. CONSOLIDATION, MERGER, ETC. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Junior Participating Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 8. NO REDEMPTION. The shares of Series A Junior Participating
Preferred Stock shall not be redeemable.
Section 9. RANKING. The Series A Junior Participating Preferred Stock
shall rank junior to all other series of the corporation's Preferred Stock as to
the payment of dividends and to the distribution of assets, unless the terms of
any such series shall provide otherwise.
Section 10. AMENDMENT. The Restated Certificate of Incorporation of the
Corporation shall not be further
amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series A Junior Participating Preferred
Stock so as to affect them adversely without the affirmative vote of the holders
of two-thirds or more of the outstanding shares of Series A Junior Participating
Preferred Stock, voting separately as a class.
Section 11. FRACTIONAL SHARES. Series A Junior Participating Preferred
Stock may be issued in fractions of a share which shall entitled the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series A Junior Participating Preferred Stock.
IN WITNESS WHEREOF, we have executed and subscribed this Certificate and
do affirm the foregoing as true under the penalties of perjury this 16th day of
December, 1987.
/s/
-------------------------------------
Robert Corroon
Chairman and Chief
Executive Officer
Attest: /s/
-------------------------------------
Joseph P. Ambrose, Jr.
Secretary
CERTIFICATE OF MERGER
OF
WCFB CORPORATION
INTO
CORROON & BLACK CORPORATION
The undersigned corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
1. That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:
NAME STATE OF INCORPORATION
WCFB Corporation Delaware
Corroon & Black Corporation Delaware
2. An agreement and plan of merger has been approved, adopted, certified,
executed and acknowledged by each of the constituent corporations in accordance
with Section 251 of the General Corporation Law of the State of Delaware.
3. The name of the surviving corporation of the merger is Corroon & Black
Corporation.
4. The Restated Certificate of Incorporation of Corroon & Black
Corporation shall be the certificate of the surviving corporation, except that
paragraph 4 thereof shall be amended by deleting it in its entirety and
inserting in lieu thereof the following new paragraph 4:
"4. The total number of shares of stock of all classes which the
Corporation has authority to issue is 3,000 shares of common stock, par
value $.01 per share."
5. The executed agreement and plan of merger is on file at the principal
place of business of the surviving corporation, the address of which is as
follows:
Corroon & Black Corporation
Wall Street Plaza
New York, New York 10005
Attention: Joseph V. Ambrose, Jr., Esq.
6. A copy of the agreement and plan of merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.
7. The merger herein certified shall become effective upon filing with the
Secretary of State of the State of Delaware.
Dated: October 8, 1990
CORROON & BLACK CORPORATION
By /s/ Joseph V. Ambrose, Jr.
--------------------------------------
Senior Vice President
Attest:
By /s/ Robert M. Coffee
--------------------------------------
Secretary
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
CORROON & BLACK CORPORATION
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
CORROON & BLACK CORPORATION.
2. The certificate of incorporation of the corporation is hereby amended
by striking out Article 1 thereof and by substituting in lieu of said Article
the following new Article.
"The name of the corporation is Willis Corroon Corporation."
3. The certificate of incorporation of the corporation is hereby amended
by striking out Article 12 thereof and by renumbering the following articles.
4. The amendments of the certificate of incorporation herein certified
have duly adopted in accordance with the provisions of Sections 228 and 242 of
the General Corporation Law of the State of Delaware.
Signed and attested to on December 20, 1990.
/s/ Robert M. Coffee
----------------------------------------
Vice-President
Attest:
/s/ Jane E. Nutson
--------------------------------------
Assistant Secretary
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
WILLIS CORROON CORPORATION
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
WILLIS CORROON CORPORATION.
2. The certificate of incorporation of the corporation is hereby amended
by striking out Article 4 thereof and by substituting in lieu of said Article
the following new Article.
"The total number of shares of stock of all class which the Corporation
has authority to issue is 10,000 shares of common stock, par value $.01 per
share."
3. The amendment of the certificate of incorporation herein certified has
been duly adopted in accordance with the provisions of Sections 228 and 242 of
the General Corporation Law of the State of Delaware.
Signed and attested to on January 31, 1991.
/s/ Robert M. Coffee
----------------------------------------
Vice-President
Attest:
/s/ Jane E. Nutson
--------------------------------------
Assistant Secretary
AGREEMENT OF MERGER
OF
Willis Corroon Corporation of Tennessee
(a Tennessee corporation)
AND
Willis Corroon Corporation
(a Delaware corporation)
AGREEMENT OF MERGER entered into on December 9, 1991 by Willis Corroon
Corporation of Tennessee, a business corporation of the State if Tennessee, and
approved by resolution adopted by its Board of Directors on said date, and
entered into on December 9, 1991 by Willis Corroon Corporation, a business
corporation of the State of Delaware, and approved by resolution adopted by its
Board of Directors on said date.
WHEREAS Willis Corroon Corporation of Tennessee is a business corporation
of the State of Tennessee with its registered office therein located 722
Chestnut Street, City of Chattanooga, County of Hamilton; and
WHEREAS the total number of shares of stock which Willis Corroon
Corporation of Tennessee has authority to issue is 10,000,000, all of which are
of one class and of par value of $1.00 each; and
WHEREAS Willis Corroon Corporation is a business corporation of the State
of Delaware with its registered office therein located at 32 Loockerman Square,
Suite L-100, City of Dover, County of Kent; and
WHEREAS the total number of shares of stock of which Willis Corroon
Corporation has authority to issue is 10,000, all of which are of one class and
of the par value of $.0100 each; and
WHEREAS the Tennessee Business Corporation Act permits a merger of a
business corporation of the State of Tennessee with and into a business
corporation of another jurisdiction; and
WHEREAS the General Corporation Law of the State of Delaware permits the
merger of a business corporation of another jurisdiction with and into a
business corporation of the State of Delaware; and
WHEREAS Willis Corroon Corporation of Tennessee and Willis Corroon
Corporation and the respective Boards of Directors thereof deem it advisable and
to the advantage, welfare, and best interests of said corporation and their
respective stockholders to merge Willis Corroon Corporation of Tennessee with
and into Willis Corroon Corporation pursuant to the provisions of the Tennessee
business Corporation Act and pursuant to the provisions of the General
Corporation Law of the State of Delaware upon the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties hereto, being thereunto duly entered into by Willis
Corroon Corporation of Tennessee and approved by a resolution adopted by its
board of Directors and being thereunto duly entered into by Willis Corroon
Corporation and approved by a resolution adopted by its Board of Directors, the
(Plan and) Agreement of Merger and the terms and conditions thereof and the mode
of carrying the same into effect, together with any provisions required or
permitted to be set forth therein, are hereby determined and agreed upon as
hereinafter in the (Plan and) Agreement set forth.
1. Willis Corroon Corporation of Tennessee and Willis Corroon Corporation
shall, pursuant to the provisions of the Tennessee Business Corporation Act and
the provisions of the General Corporation Law of the State of Delaware, be
merged with and into a single corporation, to wit, Willis Corroon Corporation,
which shall be the surviving corporation from and after the effective time of
the merger, and which is sometimes hereinafter referred to as the "surviving
corporation", and which shall continue to exist as said surviving corporation
under its present name pursuant to the provisions of the General Corporation Law
of the State of Delaware. The separate existence of Willis Corroon Corporation
of Tennessee, which is sometimes hereinafter referred to as the "terminating
corporation", shall cease at said effective time in accordance with the
provisions of the Tennessee Business Corporation Act.
2. The Certificate of Incorporation of the surviving corporation shall be
in force and effect at the effective time in the State of Delaware of the merger
herein provided for; and said Certificate of Incorporation shall continue to be
the Certificate of Incorporation of said surviving corporation until amended and
changed pursuant to the provisions of the General Corporation Law of the State
of Delaware.
3. The present by-laws of the surviving corporation will be the by-laws of
said surviving corporation and will continue in full force and effect until
changed, altered or amended as therein provided and in the manner prescribed by
the provisions of the General Corporation Law of Delaware.
4. The effective time of the Agreement of Merger, and the time when the
merger therein agreed upon shall become effective, shall be January 1, 1992.
Dated: December 10, 1991
Willis Corroon Corporation
By: /s/ Robert M. Coffee
-------------------------------------
Vice President
Attest:
/s/ Joseph V. Ambrose, Jr.
-------------------------------------
Its: Assistant Secretary
CERTIFICATE OF SECRETARY OF WILLIS CORROON CORPORATION
The undersigned, being Assistant Secretary of Willis Corroon Corporation, does
hereby certify that the foregoing Agreement of Merger has been adopted upon
behalf of said corporation pursuant to the provisions of Subsection (f) of
Section 251 of the General Corporation Law of the State of Delaware, and that,
as of the date of this Certificate, the outstanding shares of said corporation
were such as to render the provisions of said Subsection (f) applicable.
Dated: December 10, 1991
/s/ Joseph V. Ambrose, Jr.
-------------------------------------
Assistant Secretary of
Willis Corroon Corporation
CERTIFICATE OF ASSISTANT SECRETARY OF WILLIS CORROON
CORPORATION OF TENNESSEE
The undersigned, being the Assistant Secretary of Willis Corroon Corporation of
Tennessee, does hereby certify that the foregoing Agreement of Merger has been
adopted upon behalf of said corporation pursuant to the provisions of Subsection
(f) of Section 251 of the General Corporation Law of the State of Delaware, and
that, as of the date of this Certificate, the outstanding shares of said
corporation were such as to render the provisions of said Subsection (f)
applicable.
Dated: December 10, 1991
/s/ Joseph V. Ambrose, Jr.
-------------------------------------
Assistant Secretary of Willis
Corroon Corporation of Tennessee
AGREEMENT OF MERGER
OF
RELEX CORP.
(a Delaware corporation)
AND
WILLIS CORROON CORPORATION
(a Delaware corporation)
AGREEMENT OF MERGER approved on December 9, 1991 by Relex Corp., a
business corporation of the State of Delaware, and by resolution adopted by its
Board of Directors on said date, and approved on December 9, 1991, by Willis
Corroon Corporation, a business corporation of the State of Delaware, and by
resolution adopted by its Board of Directors on said date.
WHEREAS, Relex Corp. is a business corporation of the State of Delaware
with its registered office therein located at 32 Loockerman Square, Suite L-100,
City of Dover, County of Kent; and
WHEREAS the total number of shares of stock which Relex Corp. has
authority to issue is 25,000, all of which are of one class and of a par value
of $5.00 each; and
WHEREAS Willis Corroon Corporation is a business corporation of the State
of Delaware with its registered office therein located at 32 Loockerman Square,
Suite L-100, City of Dover, County of Kent; and
WHEREAS the total number of shares of stock which Willis Corroon
Corporation has authority to issue is 10,000, all of which are of one class and
of the par value of $.0100 each; and
WHEREAS Relex Corp. and Willis Corroon Corporation and the respective
Board of Directors thereof deem it advisable and to the advantage, welfare and
best interest of said corporations and their respective stockholders to merge
Relex Corp. with and into Willis Corroon Corporation pursuant to the provisions
of the General Corporation Law of the State of Delaware upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties hereto, being thereunto duly approved by a resolution
adopted by the Board of Directors
of Relex Corp. and duly approved by a resolution adopted by the Board of
Directors of Willis Corroon Corporation, the Agreement of Merger and the terms
and conditions thereof and the mode of carrying the same into effect, together
with any provisions required or permitted to be set forth therein, are hereby
determined and agreed upon as hereinafter in this Agreement set forth.
1. Relex Corp. and Willis Corroon Corporation shall, pursuant to the
provisions of the General Corporation Law of the State of Delaware, be merged
with and into a single corporation, to wit, Willis Corroon Corporation, which
shall be the surviving corporation from and after the effective time of the
merger, and which is sometimes hereinafter referred to as the "surviving
corporation", and which shall continue to exist as said surviving corporation
under its present name pursuant to the provisions of the General Corporation Law
of the State of Delaware.
The separate existence of Relex Corp. which is hereinafter sometimes referred to
as the "terminating corporation", shall cease at said effective time in
accordance with the provisions of the General Corporation Law of the State of
Delaware.
2. The Certificate of Incorporation of the surviving corporation as now in
force and effect, shall continue to be the Certificate of Incorporation of said
surviving corporation and said Certificate of Incorporation shall continue in
full force and effect until amended and changed in the manner prescribed by the
provisions of the General Corporation Law of the State of Delaware.
3. The present by-laws of the surviving corporation will be the by-laws of
said surviving corporation and will continue in full force and effect until
changed, altered or amended as therein provided and in the manner prescribed by
the provisions of the General Corporation Law of Delaware.
4. The directors and officers in office of the surviving corporation at
the effective time of the merger shall be the members of the first Board of
Directors and the first officers of the surviving corporation, all of whom shall
hold their directorships and offices until the election and qualification of
their respective successors or until their tenure is otherwise terminated in
accordance with the by-laws of the surviving corporation.
5. Each issued share of the terminating corporation shall, at the
effective time of the merger, be surrendered and extinguished. The issued shares
of the surviving corporation
shall not be converted or exchanged in any manner, but each said share which is
issued as of the effective time of the merge shall continue to represent one
issued share of the surviving corporation.
6. In the event that this Agreement of Merger shall have been fully
adopted upon behalf of the terminating corporation and of the surviving
corporation in accordance with the provisions of the General Corporation Law of
the State of Delaware, the said corporations agree that they will cause to be
executed and filed and recorded any document or documents prescribed by the laws
of the State of Delaware, and that they will cause to be performed all necessary
acts within the State of Delaware and elsewhere to effectuate the merger herein
provided for.
7. The Board of Directors and the proper officers of the terminating
corporation and of the surviving corporation are hereby authorized, empowered
and directed to do any and all acts and things, and to make, execute, deliver,
file, and record any and all instruments, papers and documents which shall be or
become necessary, proper or convenient to carry out or put into effect any of
the provisions of this Agreement of Merger or of the merger herein provided for.
8. The effective time of the Agreement of Merger, and the time when the
merger therein agreed upon shall become effective, shall be January 1, 1992.
IN WITNESS WHEREOF, this Agreement of Merger is hereby signed and attested
upon behalf of each of the constituent corporations parties thereto.
Dated: December 10, 1991. Relex Corp.
By /s/ Robert M. Coffee
-----------------------------------
Its: Vice President
Attest:
/s/ Joseph V. Ambrose, Jr.
-------------------------------------
Its: Assistant Secretary
Dated December 10, 1991.
Willis Corroon Corporation
By /s/ Robert M. Coffee
-----------------------------------
Its: Vice President
Attest:
/s/ Joseph V. Ambrose, Jr.
-------------------------------------
Its: Assistant Secretary
CERTIFICATE OF ASSISTANT SECRETARY
The undersigned, being the Assistant Secretary of Willis Corroon Corporation,
does hereby certify that the holders of all of the outstanding stock of said
corporation dispensed with a meeting and vote of stockholders, and all of the
stockholders entitled to vote consented in writing, pursuant to the provisions
of Section 228 of the General Corporation Law of the State of Delaware, to the
adoption of the foregoing Agreement of Merger.
Dated: December 10, 1991
/s/ Joseph V. Ambrose, Jr.
-------------------------------------
Assistant Secretary of
Willis Corroon Corporation
CERTIFICATE OF ASSISTANT SECRETARY
The undersigned, being the Assistant Secretary Relex Corp., does hereby certify
that the holders of all of the outstanding stock of said corporation dispensed
with a meeting and vote of stockholders, and all of the stockholders entitled to
vote consented in writing, pursuant to the provisions of Section 228 of the
General Corporation Law of the State of Delaware, to the adoption of the
foregoing Agreement of Merger.
Dated: December 10, 1991
/s/ Joseph V. Ambrose, Jr.
-------------------------------------
Assistant Secretary of
Relex Corp.
CERTIFICATE OF MERGER
OF
Golden Horseshoe Aviation, Inc.
INTO
Willis Corroon Corporation
The undersigned corporation
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent
corporation of the merger is as follows:
NAME STATE OF INCORPORATION
Golden Horseshoe Aviation, Inc. North Carolina
Willis Corroon Corporation Delaware
SECOND: That an Agreement of Merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 252 of
the General Corporation Law of Delaware.
THIRD: That the name of the surviving corporation is Willis Corroon
Corporation, a Delaware Corporation.
FOURTH: That the Restated Certificate of Incorporation of Willis Corroon
Corporation, a Delaware corporation which is surviving the merger, shall be the
certificate of Incorporation of the surviving corporation.
FIFTH: That the executed Agreement of Merger is on file at the principal
place of business of the surviving corporation, the address of which is 26
Century Blvd., Nashville, TN 37214.
SIXTH: That a copy of the Agreement of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.
SEVENTH: The authorized capital stock of the foreign corporation which is
a party to the merger is as follows:
[Download Table]
Par Value per
share or statement
that shares are
Corporation Class Number of Shares Without Par Value.
----------- ----- ---------------- ------------------
Golden Horseshoe
Aviation, Inc. Common 100,000 $1.00
EIGHTH: That this Certificate of Merger shall be effective at the close of
business on December 31, 1994.
Dated: December 14, 1994
Willis Corroon Corporation
By: /s/ Jane E. Nutson
-----------------------------------
Jane E. Nutson
Vice President & Secretary
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
*****
Willis Corroon Corporation, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY: The present registered agent of the corporation is The Prentice- Hall
Corporation System, Inc., and the present registered office of the corporation
is in the count of Kent.
The Board of Directors of Willis Corroon Corporation adopted the following
resolution on the 21st day of August, 1995.
Resolved, that the registered office of Willis Corroon Corporation in the
State of Delaware be and it hereby is changed to Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle, and the
authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.
IN WITNESS WHEREOF, Willis Corroon Corporation has caused this statement
to be signed by Bart R. Schwartz, its Senior Vice President and attested by Jane
E. Nutson, its Secretary this 21st day of August, 1995.
By /s/ Bart R. Schwartz
------------------------------------
Senior Vice President
ATTEST:
By: /s/ Jane E. Nutson
------------------------
Secretary
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘F-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 3/16/99 | | | | | | | None on these Dates |
| | 12/31/94 | | 38 |
| | 12/14/94 | | 38 |
| | 1/1/92 | | 29 | | 34 |
| List all Filings |
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